A planned airborne lidar system is presented which is intended to provide a remote sensing facility for a variety of applications. The eventual goal of the system development is a Doppler wind measurement capability for boundary layer dynamics and cloud physics applications. The first stage of development is focused initially on a direct detection lidar to measure aerosol profiles and depolarization from cloud backscatter. Because of the Doppler goal, interest in larger particles to define the top of the mixed layer, and eye safety, the first stage of the system is based on a pulsed CO2 laser. A compact, relatively simple and inexpensive system that achieves flexibility to meet the data requirements of a variety of investigators by being easily modified rather than having many different capabilities built in is the goal. Although the direct detection sensitivity is less than that for heterodyne detection, the simpler system allows the achievement of useful scientific results and operating experience towards more complex lidars while staying within budget and time constraints.